All sections · Part IV: Company Capacity And Powers
34 公司行为的有效性
(1) 根据第(2)款的规定，公司的任何行为以及公司对资产的转让都不会仅仅因为公司没有能力、权利或授权来实施该行为或转让或接收该资产而无效。
(2) 可以援引实体缺乏或被指控缺乏实施某一行为或转让或接受某一资产的能力、权利或权力--。
(a) 在股东或董事针对本公司的诉讼中，限制本公司的任何行为或任何财产的处置；以及
(b) 在本公司直接或通过清算人或其他法律代表或通过以代表身份行事的本公司成员对本公司的任职者或前董事或其他官员因其不法行为而造成的损失或损害提起的诉讼。
(3) 本条适用于在本法生效前、生效时或生效后成立的公司，但本条不影响前法公司在本条生效前所做的事情的能力。
(2) 可以援引实体缺乏或被指控缺乏实施某一行为或转让或接受某一资产的能力、权利或权力--。
(a) 在股东或董事针对本公司的诉讼中，限制本公司的任何行为或任何财产的处置；以及
(b) 在本公司直接或通过清算人或其他法律代表或通过以代表身份行事的本公司成员对本公司的任职者或前董事或其他官员因其不法行为而造成的损失或损害提起的诉讼。
(3) 本条适用于在本法生效前、生效时或生效后成立的公司，但本条不影响前法公司在本条生效前所做的事情的能力。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Validity of acts of company
(1) Subject to subsection (2), no act of a company and no transfer of an asset
by or to a company is invalid by reason only of the fact that the company
did not have the capacity, right or power to perform the act or to transfer
or receive the asset.
(2) The lack or alleged lack of capacity, right or power of a company to
perform an act or to transfer or receive an asset may be asserted —
(a) in proceedings by a member or a director against the company to
prohibit the performance of any act, or the disposition of property
by or to the company; and
(b) in proceedings by the company, whether acting directly or through
a liquidator or other legal representative or through members of the
company in a representative capacity, against the incumbent or
former directors or other officers of the company for loss or
damage through their unauthorised act.
(3) This section applies to companies incorporated before, on or after the Act
commencement date, but this section does not affect the capacity of a
former Act company in relation to anything done by it before this section
came into force.
by or to a company is invalid by reason only of the fact that the company
did not have the capacity, right or power to perform the act or to transfer
or receive the asset.
(2) The lack or alleged lack of capacity, right or power of a company to
perform an act or to transfer or receive an asset may be asserted —
(a) in proceedings by a member or a director against the company to
prohibit the performance of any act, or the disposition of property
by or to the company; and
(b) in proceedings by the company, whether acting directly or through
a liquidator or other legal representative or through members of the
company in a representative capacity, against the incumbent or
former directors or other officers of the company for loss or
damage through their unauthorised act.
(3) This section applies to companies incorporated before, on or after the Act
commencement date, but this section does not affect the capacity of a
former Act company in relation to anything done by it before this section
came into force.
